Exhibit (3)(B)
Form of Broker Dealer Selling Agreement
VARIABLE ANNUITY
SELLING AGREEMENT
This Agreement ("Agreement") is made between Mid-America Partners Agency, Inc.
("MAP") and MAP Investments, Inc. ("MAPI") both being Oklahoma companies, and
______________________ ("BD"), a __________________ Corporation.
WHEREAS, United Investors Life Insurance Company, a Missouri corporation
("UILIC") has appointed MAP as its exclusive agent for recommending the
appointment of agents to sell the Contracts, as hereinafter defined, and to sign
and bind UILIC to its obligations under this Agreement; and
WHEREAS, UILIC issues certain variable insurance contracts/policies
("Contracts") described in this Agreement, which are deemed securities under the
Securities and Exchange Act of 1933 ("1933 Act"); and
WHEREAS, MAPI is the principal underwriter of the Contracts and is duly licensed
as a broker/dealer with the National Association of Securities Dealers, Inc.
("NASD") and the Securities and Exchange Commission ("SEC"); and
WHEREAS, UILIC and MAP propose to have BD's representatives ("Representatives")
who are, or will become, duly licensed insurance agents solicit sales of the
Contracts; and
WHEREAS, MAPI and MAP delegates to BD, to the extent legally permitted,
training, supervision and certain administrative responsibilities and duties in
connection with sales of the Contracts;
NOW THEREFORE, in consideration of the premises and mutual promises contained
herein, the parties hereto agree as follows:
1) APPOINTMENT
MAP and MAPI hereby appoint BD to supervise solicitations of the Contracts, and
to facilitate solicitations of sales of the Contracts which are described in the
Schedule(s) of Commissions attached hereto.
2) REPRESENTATIONS
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a) MAP, MAPI and BD each represents to the others that it and the below
signed officers have full power and authority to enter into this
Agreement.
b) MAPI represents to BD that it is registered as a broker/dealer under
the Securities Exchange Act of 1934 ("1934 Act") and under the
applicable state laws of each jurisdiction in which such registration
is required for the sale of the Contracts and that MAPI is a member in
good standing with the NASD.
c) BD represents to MAP and MAPI that it is registered as a Broker/Dealer
under the 1934 Act and under the applicable state laws of each
jurisdiction in which such registration is required for the sale of the
Contracts, and that the BD is a member in good standing with the NASD.
d) MAP represents to BD that the Contracts, including related separate
accounts, shall comply with the registration and all other applicable
requirements of the 1933 Act and the Investment Company Act of 1940
("1940 Act"), and the rules and regulations thereunder;
e) UILIC and MAP represent to BD that the Contracts have been duly filed
and approved by the state insurance departments in such jurisdictions
where UILIC is authorized to transact business, unless otherwise
indicated in the Schedule of Commissions.
f) UILIC and MAP represent to BD that the Contract prospectuses included
in UILIC's Registration Statement and in post-effective amendments
thereto, and any supplements thereto, as filed or to be filed with the
SEC, as of their respective dates, contain or will contain, all
statements and information which are required to be stated therein by
the 0000 Xxx.
3) COMPLIANCE WITH NASD CONDUCT RULES AND FEDERAL AND STATE SECURITIES, STATE
INSURANCE LAWS AND APPLICABLE LAWS.
BD agrees to abide by all rules and regulations of the NASD, including its
Conduct Rules, and to comply with all applicable state and federal laws and the
rules and regulations of authorized regulatory agencies affecting the sale of
the Contracts.
BD shall supervise the sales activities of the Representatives so that all sales
of the Contracts are in compliance with all federal, state or local laws and
regulations effecting securities, insurance, banking or the sales of the
Contracts.
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If BD is affiliated with a banking or savings institution such laws shall
include, without limitation, all regulations relating to the sale of nondeposit
investment products by banking or depository institutions and the BD affiliate
institution's Statement of Policy as required by the applicable guidelines of
its federal banking regulators. BD shall cause the Representatives to disclose
all fees, charges and other features of the Contracts including, without
limitation, lack of FDIC insurance coverage and surrender charges.
4) LICENSING AND/OR APPOINTMENT OF REPRESENTATIVES
BD certifies that any Representative who requests appointment from UILIC has not
been convicted of a felony or a misdemeanor involving fraud or dishonesty. BD
shall assist UILIC, MAP and MAPI in the licensing and/or appointment of
Representatives under applicable insurance laws to sell the Contracts (see
attached General Letter of Recommendation). BD understands that UILIC reserves
the right to refuse to appoint any Representative or, once appointed, to
thereafter terminate the same. BD shall notify MAPI if any Representative
ceases to be a registered representative of BD, or if any Representative becomes
the subject of adverse action (e.g., an amended U-4).
5) SUPERVISION OF REPRESENTATIVES
BD shall have full responsibility for training and supervision of all
Representatives associated with BD who are engaged directly or indirectly in the
offer or sale of the Contracts and all such persons shall be subject to the
control of BD with respect to such persons' activities in connection with the
sale of the Contracts. BD shall comply with the administrative procedures of
UILIC, MAP and MAPI involving federal securities laws, state insurance laws and
applicable banking laws, if any.
Before Representatives engage in the solicitation of applications for the
Contracts, BD will cause: (1) the Representatives to be registered
representatives of BD; (2) the Representatives to qualify under applicable
federal and state laws to engage in the sale of the Contracts; (3) the
Representatives to be trained in the sale of the Contracts; and (4) such
Representatives to limit solicitations for the Contracts to jurisdictions where
UILIC has authorized such solicitation. MAPI shall provide initial training on
the features of the Contracts and BD shall make all Representatives available
for such training, at its expense. BD shall always be solely responsible for
the sales activities of the Representatives with regard to the Contracts.
BD is specifically charged with the responsibility of supervising and reviewing
its Representatives' use of sales literature and advertising and all other
communications with the public in connection with the Contracts. No sales
solicitation, including the delivery of supplemental sales literature or other
such
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materials, shall occur, be delivered to, or used with a prospective purchaser
unless accompanied or preceded by appropriate then current prospectus(es).
In the event a Representative fails to meet the BD's rules and standards, BD
shall notify MAPI and shall act to terminate the sales activities of such
Representative relating to the Contracts.
Upon reasonable request by MAPI, BD shall furnish appropriate records or other
documentation to evidence BD's diligent supervision of the Representatives.
6) SALES PROMOTION MATERIAL AND ADVERTISING
No sales promotion materials or advertising relating to the Contracts shall be
used by BD unless the specific items have been approved in writing by UILIC, MAP
and MAPI.
7) SECURING APPLICATIONS
All applications for Contracts shall be made on application forms supplied by
UILIC. BD will review all sales for suitability and all applications for
completeness and correctness as to form. BD will promptly, but in no case later
than the end of the next business day following receipt by BD, forward to UILIC
all complete and correct applications for suitable transactions, together with
any payments received with the applications. UILIC reserves the right to reject
any Contract application and return any payment made in connection with an
application which is rejected. Contracts issued on accepted applications will
be forwarded to BD, its Representatives or to the Contract Owner within five (5)
days of the date of issue, unless otherwise agreed by the parties hereto.
8) PAYMENTS RECEIVED BY BD
All premium payments (hereinafter collectively referred to as "Payments") are
the property of UILIC and shall be transmitted to UILIC by BD immediately in
accordance with the administrative procedures of UILIC without any deduction or
offset for any reason, unless otherwise agreed by the parties hereto. CUSTOMER
CHECKS SHALL BE MADE PAYABLE TO THE ORDER OF "UNITED INVESTORS LIFE INSURANCE
COMPANY".
9) COMMISSIONS PAYABLE
Commissions payable in connection with the Contracts shall be paid to BD
according to the Commission Schedule(s) relating to this Agreement as they may
be amended from time to time and in effect at the time the purchase payment on
the Contracts (the "Contract Payments") are received by UILIC. MAP reserves the
right to: revise the Commission Schedules at any time upon
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at least thirty (30) days prior written notice to BD; and offset future
compensation payable to BD against any compensation duly owing to UILIC, MAP, or
MAPI by BD. Compensation to the BD's Representatives for Contracts solicited by
the Representatives and issued by UILIC will be governed by agreement between BD
and its Representatives and its payment will be the BD's sole responsibility.
In those states where express assignment of commissions is required, BD hereby
assigns its representatives' commission to its affiliated insurance agency for
those states.
BD will not pay any compensation to an agent licensed pursuant to this Agreement
until such agent is authorized to receive such compensation under applicable
state laws.
10) CANCELLATION OF POLICY
If UILIC is required to refund premiums or return contract values and waive
surrender charges on any Contract for any reason not permitted by the Contracts,
then no commission will be payable with respect to said premiums and any
commission previously paid for said premiums must be refunded to BD upon notice
from UILIC or MAP. MAP agrees to notify BD within thirty (30) days after it
receives notice from UILIC of any premium refund or a commission chargeback.
11) ADDITIONAL PARTY TO THIS AGREEMENT
In the event that BD is not licensed as an insurance agency in any state where
it wishes to solicit the Contracts, but utilizes an affiliated or unaffiliated
entity to satisfy state insurance laws, such entity shall sign this Agreement
and BD and its utilized insurance entity shall be duly bound thereby. All
references to BD in this Agreement shall include any affiliated or unaffiliated
insurance entity used to satisfy state insurance laws with respect to sale of
the Contracts.
12) HOLD HARMLESS AND INDEMNIFICATION PROVISIONS
No party to this Agreement will be liable for any obligation, act or omission of
the other. Each party to this Agreement will hold harmless and indemnify UILIC,
MAP, MAPI, and BD as appropriate, for any loss or expense suffered as a result
of the violation of, or noncompliance with, any applicable law or regulation by
a party or by an Associated Person of that party. The term "Associated Person"
as used herein shall be defined consistently with the definition of such term as
contained in Article I of the NASD By-laws.
13) NON-ASSIGNABILITY PROVISION
BD may not assign this Agreement except by mutual consent.
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14) NON-WAIVER PROVISION
Failure of any party to terminate the Agreement for any of the causes set forth
in this Agreement will not constitute a waiver of the right to terminate this
Agreement at a later time for any of these causes.
15) AMENDMENTS
No amendment to this Agreement will be effective unless it is in writing and
signed by duly authorized officers of all the parties hereto.
16) INDEPENDENT CONTRACTORS
BD and its Representatives are independent contractors with respect to MAP,
MAPI and UILIC. BD, MAP and MAPI agree not to hire the employees or independent
contractors of the other during and after termination of this Agreement.
17) NOTIFICATION OF DISCIPLINARY PROCEEDINGS
BD agrees to notify MAPI in a timely fashion of any disciplinary proceedings
against any of BD's Representatives arising from the solicitation of sales of
the Contracts or any threatened or filed arbitration action or civil litigation
arising out of BD's or any Representative's solicitation of the Contracts
including, without limitation, customer complaints.
18) BOOKS AND RECORDS
UILIC, MAP, MAPI and BD agree to maintain their books, accounts and records so
as to clearly and accurately disclose the nature and details of transactions and
to assist each other in the timely preparation of records. MAPI and BD shall
each submit such records to the regulatory and administrative bodies which have
jurisdiction over UILIC or the underlying sub-accounts of the Contracts.
Each party to this Agreement shall promptly furnish to the other party any
reports and information which the other party may request for the purpose of
meeting its reporting and recordkeeping requirements under the insurance laws of
any state, and under federal and state securities laws or the rules of the NASD
or federal or state banking laws.
19) LIMITATIONS
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No party other than UILIC shall have the authority on behalf of UILIC to make,
alter, or discharge any Contract issued by UILIC, to waive any forfeiture or to
grant, permit, or extend the time of making any Payments, or to alter the forms
which UILIC may prescribe, or to substitute other forms in place of those
prescribed by UILIC; or to enter into any proceeding in a court of law or before
a regulatory agency in the name of or on behalf of UILIC.
20) TERMINATION
This Agreement may be terminated at the option of any party upon sixty (60) days
written notice to the other parties, or without notice at the option of any
party hereto upon a material breach by any party of the covenants and terms of
this Agreement.
21) NOTICE
All notices to UILIC, MAP and MAPI relating to this Agreement should be sent to:
UILIC MAP/MAPI
ATTN: Xxx Xxxxxxxx ATTN: D. Xxxx Xxxxxxxxx
------------------- ------------------------
0000 Xxxxx Xxxxxx Xxxxx 0000 X. Xxx Xxxxxx, Xxxxx 000
----------------------- -----------------------------
Xxxxxxxxxx, XX 00000 Xxxxxxxx Xxxx, XX 00000
--------------------- ------------------------
All notices to BD will be duly given if mailed to the address shown below.
BD
________________________
________________________
________________________
________________________
ATTN:___________________
22) GOVERNING LAW/SEVERABILITY
This agreement will be construed in accordance with the laws of the State of
Oklahoma. Should any provision of this Agreement be held unenforceable,
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those provisions not affected by the determination of unenforceability shall
remain in full force and effect.
23) GENERAL CONDUCT OF BD
BD expressly agrees that neither it nor its Representatives will: induce agents
to leave MAP or UILIC; engage in any course of conduct to systematically replace
Contracts issued by UILIC, or recommend or cause the surrenders of cash values
of the Contracts to purchase or exchange for insurance policies or annuities
issued by other insurance companies, unless such action is clearly in the best
interests of owner of the Contract; or otherwise do anything prejudicial to
UILIC's interests or that of its policyholders or owners of the Contracts. This
provision will continue in force after the termination of this Agreement.
24) REQUIRED ELEMENTS OF THIS AGREEMENT
This Agreement is not complete unless it includes a Commission Schedule, and the
General Letter of Recommendation, both of which are incorporated herein by
references.
25) EFFECTIVE DATE
This Agreement is effective the date last signed below.
26) NO DIRECT BUSINESS
BD agrees that it shall not do annuity or investment insurance business with
UILIC or its affiliates, except pursuant to this Agreement.
27) CUMULATIVE REMEDIES
Any amount of monetary damages arising under this Agreement will be subject to
The Federal Arbitration Act while non-monetary breaches or damages may include
any remedy available at law or in equity.
MID-AMERICA PARTNERS AGENCY INC.
BY:__________________________________ DATE:___________________
TITLE:__________________________
MAP INVESTMENTS INC.
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BY:___________________________________ DATE:___________________
TITLE:
BROKER DEALER
_____________________________________
(NAME)
_____________________________________
(STREET ADDRESS)
_____________________________________
(CITY, STATE, ZIP)
BY:__________________________________ DATE:___________________
TITLE:__________________________
BROKER DEALER INSURANCE AFFILIATE
BY:__________________________________ DATE:___________________
TITLE:__________________________
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COMMISSION SCHEDULE
-------------------
1. For ages 0 to 80, 6% with no trail.
2. For ages 0 to 80, 5% with a 25 basis point trail beginning in the first
quarter of the second policy year and payable 30 days after the first
quarter of the second year.
3. For ages 80 to 85, 3.5% with no trail.
4. For ages 80 to 85, 2.5% with a 25 basis point trail beginning in the first
quarter of the second policy year and payable 30 days after the first
quarter of the second year.
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GENERAL LETTER OF RECOMMENDATION
The undersigned broker-dealer, on behalf of itself and its affiliated or
unaffiliated insurance affiliate, if any, certifies to the following in
conjunction with the submission of licensing/appointment papers for any
applicant as agent of United Investors Life Insurance Company ("UILIC"), and
broker-dealer will, upon request, forward proof of compliance with same to UILIC
in a timely manner.
1) We have made a thorough and diligent inquiry and investigation into the
character and background of its applicant, as well as identity, residence,
personal history, experience and instruction, and are satisfied that the
applicant is of good moral character, financially responsible, trustworthy
and qualified to act as your agent.
2) We have on file a current U-4 form which was completed by the applicant,
and we have fulfilled all the necessary investigative requirements for the
registration of the applicant as a registered representative of our NASD
member firm. The applicant is presently registered as an NASD registered
representative.
3) We certify that the applicant meets all state-specific requirements for the
states in which the applicant wishes to be appointed, including all
educational rements, and that we have obtained all necessary information
about the applicant (including, where applicable, current credit reports).
4) We hereby warrant that the applicant is not applying for a license with
UILIC in order to place insurance chiefly and solely on his life, or lives
of his relatives or associates.
5) In states where insurance agents may not solicit business for an insurance
company until they are appointed with that company, we will not permit any
applicant to transact insurance as an agent of UILIC until duly licensed or
appointed by UILIC. No applicant in any of those restricted states has been
permitted to write, solicit business, or act as an agent in any capacity,
and they will not be so permitted until the certificate of authority or
license applied for is received.
BROKER-DEALER INSURANCE AFFILIATE
By:___________________ By:_____________________
Its:_____________ Its:____________________
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